New Issues Clause Samples

New Issues. In connection with certain public offerings of securities, after a registration statement has been filed, you may be permitted to enter a conditional offer expressing your offer to purchase securities “when and if issued.” You understand that a conditional offer is an offer to purchase public offering securities which

New Issues. 3.1 The Company shall be free to issue, free from any pre-emption rights, any Shares of any class or grant any rights to subscribe for or convert or exchange securities into shares of any class (“New Shares”) to any person (and the Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue such securities): 3.1.1 in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by the Company or any Group Company (a “New Acquisition”), but for the avoidance of doubt not in connection with the payment in cash for all or part of the consideration for a New Acquisition; 3.1.2 in order to permit any sellers under a New Acquisition to invest in the Company; 3.1.3 in connection with any investment or incentive scheme in which managers and/or employees of the Group are entitled to participate; 3.1.4 to existing or new lenders to the Group in connection with the raising of debt finance (a “Relevant Transaction”) by any member of the Group from such lender in proportions no greater than USD1 of subscription price of such securities to USD4 of principal amount of such debt finance (the “Agreed Proportion”) and, in the case of a Relevant Transaction, amounts of capital (meaning the aggregate of debt provided by lenders and cash subscribed for equity in accordance with the provisions of this Clause) shall be raised as follows: (a) the Shareholders shall be entitled to subscribe for their proportionate share of the lower of x) 40 per cent of the capital raised; and y) the principal amount of equity proposed to be raised in relation to the Relevant Transaction, in each case in accordance with the other provisions of this Clause 3; (b) any shares offered under (a) but not subscribed by any Shareholders other than the Bison Parties may be offered to new or existing lenders to the Group in relation to the Relevant Transaction; and (c) thereafter, any remaining amounts of capital raised may be in equity or debt, in amounts no greater than the Agreed Proportion; 3.1.5 in accordance with any exchange rights under the Notes; or 3.1.6 in accordance with the provisions of Clause 4.4.10. 3.2 In the event of an issue of New Shares not falling within paragraphs 3.1.1 to 3.1.6 above the Company shall offer for subscription New Shares (at the same cash price per New Share) first to the Shareholders, in the same class, pro rata to the...

New Issues. (a) The General Partner, in its sole and absolute discretion, shall have the authority to cause the Partnership to participate from time to time, directly or indirectly, in securities which are part of an initial public distribution. Under current rules adopted by the National Association of Securities Dealers, Inc. (“NASD”), certain persons engaged in the securities, banking or financial services industries (and members of their family) (collectively, “Restricted Persons”) are restricted from participating in initial public offerings of equity securities (“New Issues”), subject to a de minimus exemption (the “De Minimus Limit”). To the extent that Partners who are Restricted Persons own Interests in the Partnership in excess of the De Minimus Limit, in addition to the Partnership’s regular Capital Accounts the General Partner may establish at any brokerage firm one or more special securities trading accounts that is authorized to participate in New Issues (each, a “New Issues Account”). Participation in New Issues Accounts shall be limited to (i) those Partners who are not Restricted Persons and (ii) those Partners who are Restricted Persons but only to the extent that such participation by Restricted Persons does not exceed the De Minimus Limit. To the extent not prohibited by applicable NASD rules, the General Partner shall be entitled to receive its share of profit sharing with respect to any profits arising from New Issues trades. (b) In the event a New Issues Account is established, to effect a transaction in New Issues, the requisite funds will be transferred from the Partnership to the New Issues Account. Securities held in the New Issues Account will be held there until they are eventually sold. Upon the sale of New Issues, the proceeds in the New Issues Account will be transferred back to the Partnership’s regular Capital Accounts. Any profits or losses resulting from securities transactions in the New Issues Account in any Fiscal Period will be credited or debited to the Capital Accounts of Partners participating in the New Issues Account in accordance with their Interests therein. In the event the Partnership establishes one or more New Issues Accounts, the General Partner shall be authorized to make an equitable adjustment to account for the fact that non-restricted Partners were receiving profits based in part on the capital of restricted Partners. Such adjustment may, in the sole and absolute discretion of the General Partner, and to the ext...

New Issues. The parties may at any time during the effective life of this Agreement mutually agree to negotiate regarding issues arising from unforeseen circumstances which affect employees.

New Issues. A recipient of capital stock issued by the Company shall, upon the request of the Company, become party to and agree to be bound by the terms of this Agreement and shall evidence the same by executing an addendum to this Agreement promptly upon receipt of such capital stock. Upon such execution of an addendum, Exhibit A of this Agreement will be deemed to be amended to reflect such issuance.

New Issues. Provide some or all of the following services with respect to Client’s new Issue(s): 1. Evaluate options or alternatives with respect to the proposed new Issue 2. Review recommendations made by other parties to Client with respect to the new Issue 3. Review financial and other information regarding Client, the proposed Issue and any source of repayment of or security for the Issue 4. Consult with and/or advise Client on actual or potential changes in market place practices, market conditions, regulatory requirements or other matters that may have an impact on Client and its financing plans 5. Assist Client in establishing a plan of financing

New Issues. Except as set forth in Sections 2.2 or 2.3 of this Warrant, nothing in this Warrant entitles Holder to participate in a new issue of securities by the Company, unless this Warrant is exercised.

New Issues. For so long as the Company is listed on the ASX, nothing in this Warrant entitles the Holder to participate in a new issue of securities by the Company, unless this Warrant is exercised.

New Issues. Pre-Emptive Right 7.1 If the Company or a Group Company proposes to issue any Securities to the Apax Investor or any of its Affiliates for cash (for the purpose of this clause 7, a “Subscriber”) other than pursuant to a Permitted Issue (such issue, a “New Issue”) then no Securities shall be issued unless: (a) the Company has first, or has procured that the relevant Group Company has first, offered to each Co-Investor the right (the “Pre-Emptive Right”) to subscribe for and purchase its Pro Rata Percentage of each type and class of Security comprising such New Issue, provided that if the New Issue comprises more than one type or class of Securities, each Co-Investor shall only be entitled to participate in such New Issue pursuant to this clause 7.1 if such Co-Investor subscribes for its Pro Rata Percentage of each type and class of Security (in each case, a Co-Investor’s “New Issue Proportion”); and (b) the Pre-Emptive Right is exercisable by each such Co-Investor at the same price and upon the same terms and conditions as the Securities issued in such New Issue to the Subscribers. 7.2 The Company shall procure that a written notice of the proposed New Issue is given to each Co-Investor, setting out: (a) the aggregate number and nominal value of each type/class of Securities comprising the New Issue (“Offer Securities”); (b) the issue price per Security; (c) the proposed closing date, place and time of the New Issue; (d) that Co-Investor’s New Issue Proportion; and (e) any other material terms and conditions upon which the Securities shall be issued, (the “Pre-Emptive Notice”). 7.3 A Co-Investor that wishes to exercise its Pre-Emptive Right must give notice to the Company in writing, within twenty (20) Business Days after the date that such Pre-Emptive Notice is deemed given pursuant to clause 21 (the “Subscription Period”), indicating the number of each class/type of Securities comprising the New Issue for which the Co-Investor wishes to subscribe (the “Pre-Emptive Reply”). The failure of a Co-Investor to deliver a Pre-Emptive Reply within the Subscription Period shall be deemed to be a waiver of its rights under this clause 7. 7.4 Each Co-Investor who elects to acquire its entire New Issue Proportion shall be entitled to include a statement in the Pre-Emptive Reply that it wishes also to acquire Securities which other Co-Investors decline, or are deemed to decline, to acquire in connection with their respective Pre-Emptive Right (the “Declined Securities”...